Exhibit 10.13c
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EXECUTIVE:
AWARD NO. 1998 -
DATE OF GRANT:
NUMBER OF SHARES:
AMERICAN MOBILE SATELLITE CORPORATION
1989 STOCK OPTION PLAN
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RESTRICTED STOCK AGREEMENT
1. Definitions. In this Agreement, terms with initial capitals shall have
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the meanings provided in the Plan, except as follows:
"Agreement" means this Restricted Stock Agreement.
"Awarded Shares" means the shares of Common Stock awarded to the Executive
pursuant to Section 2 hereof
A "Change of Control" means the occurrence of any of the following events:
any Person or Persons acting together, excluding employee benefit plans of the
Corporation, are or become the "beneficial owner" (as defined in Rules 13d-3 and
13d-5 under the Exchange Act or any successor provisions thereto except that a
Person that has the right to acquire securities of the Corporation shall be
deemed to be the "beneficial owner" of such securities whether or not such right
is immediately exercisable), directly or indirectly, of securities of the
Corporation representing forty percent (40%) or more of the combined voting
power of the Corporation's then outstanding securities determined as if all
rights of such Person or Persons to acquire such securities had been exercised
immediately prior to such determination whether or not such rights are then
immediately exercisable;
the Corporation's shareholders approve (or, in the event no approval of the
Corporation's shareholders is required, the Corporation consummates) a merger,
consolidation, share exchange, division or other reorganization or transaction
of the Corporation (a "Fundamental Transaction") with any other corporation,
other than a Fundamental Transaction which would result in the voting securities
of the Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) at least eighty percent (80%) of the combined voting power
immediately after such Fundamental Transaction of (I) the Corporation's
outstanding securities, (ii) the surviving entity's outstanding securities, or
(iii) in the case of a division, the outstanding securities of each entity
resulting from the division, in each case determined as if all rights to acquire
such securities had been exercised immediately prior to such determination,
whether or not such rights are then immediately exercisable;
the shareholders of the Corporation approve a plan of complete liquidation
or winding-up of the Corporation or an agreement for the sale or disposition (in
one transaction or a series of transactions) of all or substantially all of the
Corporation's assets; or
during any period of twenty-four consecutive months, individuals who at the
beginning of such period constituted the Board (including for this purpose any
new director whose election or nomination for election by the Corporation's
shareholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board.
"Date of Expiration" means, subject to the provisions of Section 3 of
this Agreement, ten (10) years after the Date of Grant.
"Date of Grant" means the date set forth as the "Date of Grant" on page 1
of this Agreement.
"Disability" means permanent and total disability of the Executive.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Executive" means the person identified as the "Executive" on page 1 of
this Agreement.
"Involuntary Termination" means termination by the Corporation or a
Subsidiary of the Executive's employment with the Corporation or a Subsidiary
or, in connection with or following a Change of Control, a substantial reduction
by the Corporation or Subsidiary in the salary, benefits or position of the
Executive, but does not include any such termination or substantial reduction as
a result of Termination for Good Cause.
"Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act and shall also include any syndicate or group deemed to be a
"person" under Section 13(d)(3) of the Exchange Act.
"Plan" means the American Mobile Satellite Corporation 1989 Stock Option
Plan.
"Restriction Period" means the period beginning on the Date of Award and
ending on (i) the first anniversary of the Date of Grant, with respect to
33-1/3% of the Awarded Shares (rounded to the nearest whole number of shares),
(ii) the second anniversary of the Date of Grant, with respect to an additional
33-1/3% of the Awarded Shares (rounded to the nearest whole number of shares),
and (iii) the third anniversary of the Date of Xxxxx, with respect to the
remaining Awarded Shares; provided, however, that unless the Committee, in its
sole discretion, determines otherwise, the Restriction Period shall not
terminate with respect to any Awarded Shares prior to the earlier of either (A)
the date that the "Start Date" shall have occurred under the terms of the
Corporation's Satellite Lease Agreement with African Continental
Telecommunications, Ltd. ("ACTEL"), dated as of December 2, 1997 or (B) the
first date after the date hereof on which the Corporation becomes earnings
before interest, taxes, depreciation and amortization (EBITDA) "break-even."
Notwithstanding the foregoing, the Restriction Period shall immediately
terminate with respect to all Awarded Shares in the event of [the Executive's
Involuntary Termination in connection with, or within two years following,]*
a Change of Control.
*Bracketed language omitted in Chief Executive Officer Agreement.
"Termination for Good Cause" means termination as a result of the
commission of a felony by the Executive.
2. Award of Restricted Shares. The Corporation hereby awards to the
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Executive a total of shares of Common Stock ("Awarded Shares") pursuant
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to Section 9 of the Plan. During the Restriction Period, each certificate
representing Awarded Shares shall be held by the Corporation or its designee and
shall contain the following legend:
"This certificate and the shares of stock represented hereby are subject to
the terms and conditions (including the risks of forfeiture and restrictions
against transfer) contained in the American Mobile Satellite Corporation 1989
Stock Option Plan and an Agreement entered into between the registered owner and
American Mobile Satellite Corporation. Release from such terms and conditions
shall be made only in accordance with the provisions of the Plan and the
Agreement, a copy of each of which is on file in the office of the Secretary of
American Mobile Satellite Corporation."
3. Terms, Conditions and Restrictions. Awarded Shares shall be subject to
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the terms, conditions and restrictions contained in the Plan, are as follows:
Prohibitions Against Sale, Assignment, etc. Awarded Shares, the right to
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vote Awarded Shares and the right to receive dividends thereon may not be sold,
assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered
during the Restriction Period with respect to such Awarded Shares except as
provided in the Plan.
Forfeiture. In the event of either (a) the Executive's termination of
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employment with the Corporation prior to the lapse of the Restricted Period
other than by reason of death or Disability of the Executive or in connection
with, or within two years following, a Change of Control or (b) the occurrence
of the Date of Expiration prior to the lapse of the Restriction Period with
respect to particular Awarded Shares, such Awarded Shares shall be forfeited by
the Executive to the Corporation and neither the Executive nor any successors,
heirs, assigns or personal representatives of the Executive shall thereafter
have any further rights or interest in such Awarded Shares or the certificates
representing such Awarded Shares.
Termination of Restrictions. In the event the Restriction Period shall
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terminate with respect to particular Awarded Shares and such Awarded Shares
shall not theretofore have been forfeited to the Corporation, then the
Corporation shall reissue the certificate representing such Awarded Shares
without the legend referred to in Section 2 of this Agreement and shall deliver
such certificate to the Executive or his legal representative.
Effect of Death or Disability. If the Executive's employment is terminated
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during the Restriction Period due to death or Disability, the Executive shall,
as of the date of such death or Disability, be deemed to have remained employed
by the Corporation until the third anniversary of the Date of Grant for purposes
of Section 1(l) hereto.
Withholding. The Corporation's obligation to deliver shares of Common Stock
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upon the termination of the Restriction Period with respect to any Awarded
Shares shall be subject to the satisfaction of applicable federal, state and
local tax withholding requirements. The Executive may satisfy any such
withholding tax obligation by either of the following means or by a combination
of such means: (a) tendering a cash payment; or (b) authorizing the Corporation
to withhold shares of Common Stock from the reissued shares otherwise issuable
to the Executive as the result of the termination of the Restriction Period with
respect to any Awarded Shares. For purposes of this Section 3(e), shares of
Common Stock that are withheld to satisfy applicable withholding taxes shall be
valued at their Fair Market Value.
4. Rights as Stockholder. Except as provided in Section 3 hereof, the
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Executive shall have all the rights and privileges of a stockholder with respect
to the Awarded Shares, including (but not limited to) the right to vote the
Awarded Shares and the right to receive dividends. All such rights and
privileges shall cease upon forfeiture of the Awarded Shares.
5. Subject to the Plan. The Awarded Shares and this Agreement are subject
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to the terms and conditions of the Plan, which are incorporated herein by
reference and made a part hereof, but the terms of the Plan shall not be
considered an enlargement of any benefits under this Agreement. In addition, the
Awarded Shares and this Agreement are subject to any rules and regulations
promulgated by the Committee in accordance with its authority under the Plan.
6. Employment. Neither the grant or issuance of Awarded Shares pursuant to
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this Agreement nor any term or provision of this Agreement shall constitute or
be evidence of any understanding, express or implied, on the part of the
Corporation or any Subsidiary to employ the Executive for any period.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
signed on its behalf effective as of the Date of Grant.
ATTEST: AMERICAN MOBILE
SATELLITE CORPORATION
By:
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EXECUTIVE
